ex101.htm


    Exhibit
10.01

     

     

    
    

     

    
      		 EMPLOYMENT
      AGREEMENT
	 	 


    

     

          

    


    THIS
AGREEMENT is made as of the 1st, day of February, 2008.

    


    BETWEEN:

    


                AMBER
Alert Safety Centers, Inc., a Nevada corporation (Hereinafter, "Company" or
“AMBER”)

    


    AND:

    


                Frank
DelVecchio, an individual with an address at 65 Walthery Ave., Ridgewood,
NJ 07834 (Hereinafter, "Employee")

    


    WHEREAS,

    


    A. The
Company is engaged in the business of the development and marketing of products
relating to the Amber Alert Safety Program and related marketing programs called
the “AMBER Ready” program.

    


    B. The
Employee is presently employed, or is about to be employed, by the Company on
the terms and conditions which are now set forth in this Agreement.

    


    NOW
THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the
Employee's continued employment, the premises and mutual covenants and
agreements hereinafter contained, and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged) the parties hereto
covenant and agree as follows:

    


    1.0   EMPLOYMENT

    


    1.1 The
Company hereby employs the Employee in the position of “Senior Vice
President”.  The Employee’s first day of employment shall begin on
February 1, 2008 (Hereinafter “Start Date”).

    


    1.2 The
Employee shall report to directly to the CEO/Company President as a member of
the Board of Directors with one vote, and shall perform, observe and conform to
such duties and instructions as are reasonably and lawfully assigned or
communicated to the Employee and are consistent with the position the employee
has been hired to fill. The Company understands that due to other commitments,
it is not necessary for this employee to be in the office physically to fulfill
his obligations to The Company. He will, however, be available to Company
management as needed via telephone and/or e-mail.

     

     

     

    
      Employee:
_________    Company: _________

    

    
      
        
        

      

      
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    1.3 The
Employee shall be responsible for providing leadership and direction to The
Company in order to facilitate the expansion and efficiency of its
operations.

    


    


    1.4
Throughout the term of this Agreement the Employee shall:

    


          (a)   diligently,
honestly and faithfully serve The Company and shall use all reasonable efforts
to promote and advance the interests and goodwill of The Company;

    


          (b)
conduct himself/herself at all times in a manner which is not materially
prejudicial to the Company's interests; and

    


         (c)  not
acquire, directly or indirectly, any interest of any firm, partnership or
association in the business and operations of which in any manner, directly or
indirectly, compete with the trade or business of The Company.

    


    1.5 The
Employee shall disclose all potential conflicts of interest and activities which
could reasonably be seen to compete, indirectly or directly, with the trade or
business of the Company, to the President. The President shall determine, in
their sole discretion, whether the activity in question constitutes a conflict
of interest or competition with the Company. To the extent that the President,
acting reasonably, determines a conflict or competition exists, the Employee
shall discontinue such activity forthwith or within such longer period as the
President agrees.

    


    1.6
Notwithstanding sections 1.4 (d) and 11.0, the Employee is not restricted from
nor is required to obtain the consent of the Company to make investments in any
company, which is involved in technology or software and the securities of which
are listed for trading on any Canadian or U.S. stock exchange, quotation system
or the over-the-counter market.

    


    1.7 For
the purposes of sections 1.4, 1.5 and 1.6 herein, the Employee includes any firm
or company owned or controlled by the Employee.

    


    1.8 It is
understood and agreed that as the Company grows, the Employee's responsibilities
may be changed to meet the needs of the Company; however, such responsibilities
shall be those that are reasonably assigned to the Employee by the President and
are consistent with the Employee's position.

     

     

    
      Employee:
_________    Company: _________

    

    
 

    
      
        
        

      

      
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    2.0   COMPENSATION

    


    2.1 In
consideration of the services rendered by the Employee under this Agreement, the
Company shall pay the Employee bi-weekly, the gross sum of $100,000 per annum
(“Base Salary”) in addition to 50% of the Net Profits of the Ridgewood, NJ
location as stipulated in the Wireless Management Services (WMS) acquisition
agreement. Thereafter, increases to the Employee's salary shall be at the
absolute discretion of the Company based on merit.

    


    2.2 The
Employee shall be eligible to participate in the Company's pension plan, when
one is established.

    


    2.3 The
Company shall have the right to deduct and withhold from the Employee's
compensation any amounts required to be deducted and withheld under the
applicable state or federal laws.

    


    2.4 The
Employee shall also receive a $1.00 bonus/commission (Hereafter “Bonus”) for
each fulfilled subscription of the Amber Alert Wireless Program and results in
the Company receiving a commission or a purchase from a subscriber equal to or
greater than $25.00

    


    2.5 The
Employee shall be responsible for maintaining in good condition, all equipment
provided by the Company to the employee for use in performing his/her
duties.

    


    2.6  The
Company shall reimburse the Employee for all expenses pre-approved in writing by
the Company that will be incurred by the Employee on behalf of The
Company.

     

    3.0
BENEFITS

    


    3.1 The
Employee shall be entitled to such benefits which the Company offers from time
to time to similar employees after Ninety (“90”) days of uninterrupted
employment by the Employee (the "Benefits").  The Company participates
in a Medical Benefits Program and shall offer benefits to the Employee after the
mandatory waiting period.

    


    3.2 The
administration of the Benefits Program is within the Company's sole discretion,
and as such, the introduction, deletion or amendment of the Benefits shall not
constitute a breach of this Agreement.  Should the Company choose to
delete it for any reason whatsoever, the Company will make a best effort to
establish another, comparable Benefit Program.

    


    3.3 The
Company shall enable the Employee to participate in a Stock Option Program once
one is defined and made available to its employees. Prior to this, the company
must complete its SEC filings and the Company’s stock must be trading
publicly.

    


    3.4  The
Employee shall receive 100,000 shares of AMBER restricted common stock upon the
acquisition, as stipulated in the WMS acquisition agreement. The Employee will
receive additional shares in the amount of $250,000 dollars after the Temporary
Separation period has elapsed, the details of which are also outlined in the WMS
acquisition agreement. The shares shall be issued by the Company’s transfer
agent within 90 days of the receipt of the stock ownership.

    


     

     

    
      Employee:
_________    Company: _________



    
      
        
        

      

      
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    4.0   VACATION
AND SICK TIME

    


    4.1 The
Employee shall be entitled to an annual vacation of three (3) weeks per year
(hereinafter “Entitled Vacation”). The Employee's Entitled Vacation shall not
exceed three (3) weeks during any calendar year.  Any accrued Entitled
Vacation that exceeds three  (3) weeks shall be forfeited the
Employee, unless the Company agrees to extend the accrued vacation days in
writing.  The timing of vacations shall be in accordance with the
Company’s policies and practices as set forth in the Company’s Policy Manual (to
be distributed at a later date) and with the Company’s needs. The vacation days
will accrue at a rate of 4.62 hours per payroll for the Employee.

    


    4.2 At
the time of termination of this Agreement any accrued vacation time for the
current fiscal year of the Employee shall be paid to the Employee, or taken as
“time off” at the election of the Employee.

    


    4.3 The
Employee shall be entitled to five (5) sick days per year (hereinafter “Entitled
Sick Time”).  To be used exclusively for illness. The Employee’s
Entitled Sick Time shall not be cumulative from year to year.  The
Employee understands that any Entitled Sick Time not taken during the current
year shall be forfeited by the Employee.  The Employee must also
provide Management with a signed doctor’s note, after two (2) consecutive sick
days taken, on the date of their return to work, in order to receive Company
approval for Entitled Sick Time taken.

    


    5.0   TERM
OF EMPLOYMENT

    


    5.1 The
term of employment of the Employee by the Company pursuant to the terms of this
Agreement shall commence as of the date of December 4, 2007 (Hereinafter, “Start
Date”) and shall continue until such time as this Agreement is terminated
pursuant to section 6.0 herein.

    


    5.2 It is
understood between the Company and the Employee that this agreement was executed
after the Employee’s Start Date, but the Company will compensate the Employee
from the Start Date indicated above and the Agreement shall be effective as of
the Start Date.

    


    6.0   TERMINATION

    


    6.1 The
Company may terminate the Employee's employment at any time, without notice, for
cause.

    


    6.2 If
this Agreement and the Employee's employment are terminated for cause, no
notice, salary, benefits or allowances shall be paid or payable to the Employee
after or as a result of such termination except in respect of those amounts
which were payable in respect of the period ending immediately prior to such
termination.

    


    6.3 The
Company may terminate the Employee's employment, without cause:

    


          (a)   at
any time without cause, by providing the Employee with two (2) weeks written
notice or pay of in lieu of notice or any combination of written notice and pay
in lieu of notice equal to two (2) weeks Base Salary;

    


    6.4 The
Employee may terminate this employment Agreement with the Company with the
Company upon giving the Company two (2) weeks notice of resignation. On the
giving of such notice by the Employee, or at any time thereafter, the Company
shall have the right to elect to immediately terminate the Employee's
employment, and upon such election, shall provide to the Employee a lump sum
equal to the Base Salary only for two (2) weeks or to such proportion of the
time that remains outstanding at the time of the election.

    


    6.5 The
Company may terminate the Employee for cause should the Employee engage in any
actions prohibited in the Company’s employee guidelines that will be provided to
the employee and may be modified by the Company.

    


    6.6 The
Employee with be required to return all equipment that is property of the
Company immediately upon termination.  Should the Employee fail to
return any equipment or supplies provided to the Employee by the Company, the
Company may take any legal actions necessary to obtain any equipment or
supplies, including but not limited to filing a criminal complaint, and
garnishing wages.

    


    7.0   CONFIDENTIALITY
AND COMPANY PROPERTY

    


    7.1 The
Employee understands and acknowledges that the Company is engaged in a
continuous program of research, development and production relating to AMBER
Alert Safety Programs research and related products ("Business"). Because of the
nature of the Business, the Employee's employment creates a relationship of
confidence between the Employee and the Company with respect to certain
information that gives the Company an advantage in its business and marketplace.
In the course of carrying out and performing the Employee's duties and
responsibilities to the Company, the Employee will obtain access to and be
entrusted with Confidential and Proprietary Information (as hereinafter defined)
relating to the Business and other affairs of the Company.

     

     

     

    
      Employee:
_________    Company: _________

    

     

    
      
        
        

      

      
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    7.2 The
term "Confidential and Proprietary Information" as used in this Agreement means
all trade secrets, proprietary information and other data or information (and
any tangible evidence, record or representation thereof), whether prepared,
conceived or developed by an employee of the Company (including the Employee) or
received by the Company from an outside source which is maintained in confidence
by the Company or any of its customers to obtain a competitive advantage over
competitors who do not have access to such trade secrets, proprietary
information, or other data or information. Without limiting the generality of
the foregoing, Confidential and Proprietary Information

    includes:

    


    
      (a)  any
information, ideas, improvements, know-how, concepts, research, inventions,
innovations, products, services, sales, scientific or other formulas, systems,
strategies, formulae, algorithms, patterns, processes, methods, machines,
manufactures, compositions, processes, procedures, tests, treatments,
developments, data, experimental and production software, libraries and
routines, audio-visual displays technical specifications, technical data,
designs, devices, patterns, concepts, computer programs, training or service
manuals, plans for new or revised services or products or other plans, items or
strategy methods on compilation of information, or works in process, or any
Invention (as defined in Section 8.0 below), or parts thereof, and any and all
revisions and improvements relating to any of the foregoing (in each case
whether or not reduced to tangible form) that relate to the Business or affairs
of the Company or its subsidiary or affiliated companies, or that result from
its marketing, research and/or development activities;

    

    


          (b)   any
information relating to the relationship of the Company with any consultants,
collaborators, associates, clients, customers, suppliers, principals, contacts
or prospects of the Company and any information relating to the requirements,
specifications, proposals, orders, contracts or transactions of or with any such
consultants, collaborators, associates, clients, customers, suppliers,
principals, contacts or prospects of the Company. Including but not limited to
client lists;

    


          (c)   any
sales plan, price schedule, product literature, user documentation, technical
documentation, marketing material, plan or survey, business plan or opportunity,
product or service development plan or specification, business proposal;
and

    


          (d)  any
information relating to the present Business or proposed business of the
Company.

    


    7.3 The
Employee acknowledges and agrees that the Confidential and Proprietary
Information is and will remain the exclusive property of the Company. The
Employee also agrees that the Confidential and Proprietary
Information:

    


          (a)   constitutes
a proprietary right which the Company is entitled to protect; and

    


          (b)   constitutes
information and knowledge not generally known to the trade.

     

     

    
      Employee:
_________    Company: _________

    

     

    
      
        
        

      

      
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    7.4 The
Employee understands that the Company has from time to time in its possession
information belonging to others or which is claimed by others to be confidential
or proprietary and which the Company has agreed to keep confidential. The
Employee agrees that all such information shall be Confidential and Proprietary
Information for the purposes of this Agreement.

    


    7.5 For
purposes of the copyright laws of the United States of America, to the extent,
if any, that such laws are applicable to any Confidential and Proprietary
Information, it shall be considered a work made for hire and the Company shall
be considered the author thereof.

    


    7.6 The
Employee agrees to maintain securely and hold in strict confidence all
Confidential and Proprietary Information received, acquired or developed by the
Employee or disclosed to the Employee as a result of or in connection with the
Employee's employment with the Company. The Employee agrees to continue to hold
the Confidential and Proprietary Information in strict confidence at all times
after the termination of the Employee's employment for whatever reason. The
Employee will not disclose any of the Confidential and Proprietary Information
to any person, firm or corporation, nor will the Employee use any of the
Confidential and Proprietary Information for any purpose other than in the
normal and proper course of the Employee's duties either during the term of the
Employee's employment with the Company or at any time afterwards without the
express written consent of the Company. The Employee will use the Employee's
best efforts to protect and safeguard Confidential and Proprietary Information
from, without limitation, loss, theft, destruction or seizure.

    


    7.7 The
Employee agrees that documents, copies, records and other materials made or
received by the Employee that pertain to the Business and affairs of the Company
or its subsidiaries or affiliated companies, including all Confidential and
Proprietary Information and which are in the Employee's possession or under the
Employee's control are the property of the Company and that the Employee will
return same and any copies of them to the Company forthwith upon the termination
of the Employee's employment or at any time immediately upon the request of the
Company.

    


    7.8 The
restrictive obligations set forth above shall not apply to the disclosure or use
of any information which:

    


          (a)  is
or later becomes publicly known under circumstances involving no breach of this
Agreement by the Employee;

    


          (b)   is
already known to the Employee outside his work for the Company or its
predecessors at the time of receipt of the Confidential
Information;

    


          (c)   is
disclosed to a third party under an appropriate confidentiality
agreement;

    


          (d)   is
lawfully made available to the Employee by a third party;

    


          (e)   is
independently developed by the Employee who has not been privy to the
Confidential Information provided by the Company, or

    


          (f)   is
required by law to be disclosed but only to the extent of such requirement and
the Employee shall immediately notify in writing the President of the Company
upon receipt of any request for such disclosure.

    


    7.9 The
Employee represents and warrants that he /she has not brought and will not bring
with him or her to the Company any materials or use, while performing his or her
duties for the Company, any materials or documents of a former employer which
are not generally available to the public. The Employee understands that, while
employed by the Company, the Employee shall not breach any obligation or
confidence or duty the Employee may have to a former employer and the Employee
agrees that the Employee will fulfill all such obligations during the Employee's
employment with the Company.

    


    7.10 The
Employee represents and warrants that the Employee will not use or cause to be
incorporated in any of the Employee's work product any data software,
information, designs, techniques or know-how which the Employee or the Company
does not have the right to use.

    


    7.11 The
provisions of this section 7.0 shall survive the termination of this
Agreement.

    


    8.0   INVENTIONS

    


    8.1 The
Employee agrees that all Confidential and Proprietary Information and all other
discoveries, inventions, ideas, concepts, processes, products, protocols,
treatments, methods, tests and improvements, algorithms, computer programs, or
parts thereof, conceived, developed, reduced to practice or otherwise made by
the Employee either alone or with others, and in any way relates to the present
or proposed programs, services, products or Business of the Company, or to task
assigned to the Employee during the period of the Employee's employment by the
Company, whether or not conceived, developed, reduced to practice or made during
the Employee's employment (collectively "Inventions"), and any and all services
and products which embody, emulate or employ any such Invention shall be the
sole property of the Company and all copyrights, patents, patent rights,
trademarks, service marks and reproduction rights to, and other proprietary
rights in, each such Invention, whether or not patentable or copyrightable,
shall belong exclusively to the Company. For purposes of the copyright laws of
the United States of America, to the extent, if any, that such laws are
applicable to any such Invention or any such service or product, it shall be
considered a work made for hire and the Company shall be considered the author
thereof.

     

     

     

    
      Employee:
_________    Company: _________

    

     

    
      
        
        

      

      
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    8.2 The
Employee will promptly disclose to the Company, or any persons designated by it,
all Inventions.

    


    8.3 The
Employee hereby assigns to the Company or its nominee, their successors or
assigns, all the Employee's rights, title and interest in and to the
Inventions.

    


    8.4 The
Employee hereby waives for the benefit of the Company and its successors and
assigns all the Employee's moral rights in respect of the
Inventions.

    


    8.5 The
Employee further agrees to assist the Company in every proper way (but at the
Company's expense) to obtain and from time to time to enforce patents or
copyrights in respect of the Inventions in any and all countries, and to that
end the Employee will execute all documents for use in applying for, obtaining
and enforcing patents and copyrights on such Inventions as the Company may
desire, together with any assignments of such Inventions to the Company or
persons designated by it. The Employee's obligation to assist the Company in
obtaining and enforcing patents and copyrights for the Inventions in any and all
countries shall continue beyond the termination of the Agreement.

    


    8.6 In
the event that the Company is unable for any reason whatsoever to secure the
Employee's signature to any lawful and necessary document required to apply for
or execute any patent, copyright, trademark or other applications with respect
to any Invention (including improvements, renewals, extensions, continuations,
divisions or continuations in part thereof), the Employee hereby irrevocably
appoints the Company and its duly authorized officers and agents as the
Employee's agents and attorneys-in-fact to execute and file any such application
and to do all other lawfully permitted acts to further the prosecution and
issuance of patents, copyrights or other rights thereon with the same legal
force and effect as if executed by the Employee.

    


    8.7 The
Employee hereby represents and warrants that the Employee is subject to no
contractual or other restriction or obligation, which will in any way limit the
Employee's activities on behalf of the Company. The Employee hereby represents
and warrants to the Company that the Employee has no continuing obligations to
any previous employer (a) with respect to any previous invention, discovery or
other item of intellectual property or (b) which require the Employee not to
disclose any information or data to the Company.

    


    8.8 The
provisions of this section 8 shall survive the termination of this
Agreement.

    


    9.0   REMEDIES

    


    9.1 The
Employee acknowledges and agrees that a breach by the Employee of any of the
covenants contained in sections 7.0 and 8.0 of this Agreement herein shall
result in damages to the Company and that the Company could not be adequately
compensated for such damages by a monetary award. Accordingly, in the event of
any such breach, in addition to all other remedies available to the Company at
law or in equity, the Company shall be entitled as a matter of right to apply to
a court of competent jurisdiction for such relief by way of restraining order,
temporary or permanent injunction, to cure any such breach, or as may be
appropriate, to ensure compliance with the provisions of this
agreement.

    


    10.0  PROPERTY
RIGHTS OF THE COMPANY

    


    10.1
Notwithstanding anything else in this Agreement, it is expressly acknowledged
and understood by the Employee that all the work product of the Employee while
engaged by the Company pursuant to the terms hereof shall vest in the Company
absolutely and notwithstanding the generality of the foregoing, all software,
product information, improvements, notes, documents, correspondence, produced by
the Employee during the term of employment hereunder shall belong absolutely to
the Company. The Employee further agrees to execute without further
consideration any assignments, conveyances, other documents and assurances as
may be necessary to affect the intent of this provision. Notwithstanding the
generality of the foregoing, the Company acknowledges that intellectual
property, know-how and the like known by or in possession of the Employee as of
or prior to the Employee becoming an employee of the Company is hereby expressly
excluded from the foregoing restrictions.

     

     

    
      Employee:
_________    Company: _________

    

     

    
      
        
        

      

      
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    11.0  NON-COMPETITION

    


    11.1 The
Employee agrees that following the termination of his employment with the
Company for any reason, he shall not, within Canada, the United States of
America and the countries comprising the European Economic Union, for a period
of twelve (12) months from the date of such termination (without the prior
written consent of the Company) either individually or in partnership, or in
conjunction with any person or persons, firm, association, syndicate, company or
corporation as principal, agent, director, officer, employee, consultant,
investor or in any other manner whatsoever carry on or be engaged in or be
concerned with or interested in, or advise, lend money to, guarantee the debts
or obligations of or permit his name or any part thereof to be used or employed
by any person or persons, firm, association, syndicate, company or corporation,
engaged in or concerned with any business that is engaged in the field of AMBER
Alert Safety programs, or comparable programs outside the United
States.

    


    11.2 The
Employee acknowledges that a breach by the Employee of any of the covenants
contained in section 1.4(d) and section 11.0 herein shall result in damages to
the Company and that the Company could not be adequately compensated for such
damages by a monetary award. Accordingly, in the event of any such breach, in
addition to all other remedies available to the Company at law or in equity, the
Company shall be entitled as a matter of right to apply to a Court of competent
jurisdiction for such relief by way of restraining order, temporary or permanent
injunction, decree or otherwise, as may be appropriate to ensure compliance with
the provisions of this Agreement.

    


    11.3 The
Employee agrees that all documents, copies, records and other materials made or
received by the Employee and which are in his possession or under his control
that pertain to the business and affairs of the Company are the property of the
Company and shall be returned to the Company by the Employee forthwith upon the
termination of this Agreement or at any time during the term hereof immediately
upon the request of the Company.

    


    11.4 The
Employee hereby agrees that all restrictions in this Agreement are reasonable
and valid and all defenses to the strict enforcement thereof by the Company are
hereby waived by the Employee.

    


    12.0
EMPLOYMENT STANDARDS

    


    12.1 In
the event that the minimum standards in any applicable employment laws are
favorable to the Employee in any respect, including but not limited to the
provisions herein in respect of notice of termination, minimum wage or vacation
entitlement than provided for herein, the provisions of such laws shall
apply.

    


    13.0
GENERAL PROVISIONS

    


    13.1 In
this Agreement, unless context otherwise requires, words importing the singular
include the plural and vice versa, and words importing gender include all
genders.

    


    13.2 The
headings and the clauses of this Agreement have been inserted as a matter of
convenience and for reference only and in no way define, limit or enlarge the
scope or meaning of this Agreement or any of its provisions.

    


    13.3 This
Agreement may not be assigned by either party. This Agreement shall ensure to
the benefit of the parties and shall be binding upon the successors of the
Company.

    


    13.4 The
waiver of the Company of a breach of any provision of this Agreement by the
Employee shall not operate or be construed as a waiver of any subsequent breach
by the Employee.

    


    13.5 This
Agreement constitutes the entire agreement between the parties hereto relating
to the employment of the Employee and supersedes any and all employment
agreements or understandings, oral or written, between the Company and the
Employee and any such prior agreements relating to the employment of the
Employee by the Company are hereby terminated and cancelled.

    


    13.6 This
Agreement shall not be amended except in writing signed by both
parties.

    


    13.7 In
the event that any provision or portion of this Agreement shall be determined to
be invalid or unenforceable for any reason, the remaining provisions and
portions of this Agreement shall not be affected by such determination and shall
remain in full force and effect to the fullest extent permitted by
law.

    


    13.8 The
Employee shall, upon the reasonable request of the Company, make, do, execute or
cause to be made, done or executed, all such further and lawful acts, deeds,
things, documents and assurances of whatsoever nature and kind for the better or
more perfect or absolute performance of the terms, conditions and intent of this
Agreement.

     

     

    
      Employee:
_________    Company: _________

    

     

    
      
        
        

      

      
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    13.9
Every notice, request, demand or direction (each for the purposes of this
section, a "notice") to be given pursuant to this Agreement by any party to
another shall be in writing and shall be delivered in person or sent by
registered mail postage prepaid or by facsimile addressed as applicable as
follows:

    
 

          If
to the Employee at:

    


    65 Walthery Ave. Ridgewood NJ
07450

    


          If
to the Company at:

    


    101
Roundhill Drive, Rockaway, NJ 07866 or the Company operating
location

    


    With a
copy to Marsha M. Moore, Esq., Pitman, Mindas, Grossman, Lee, Bross and Moore,
P.C., 17 Academy Street, Suite 1200, Newark, New Jersey 07102 or such other
address as the Company shall specify from time to time.

    


    13.10 Any
notes delivered or sent in accordance with section 13.09 will be deemed to have
been given and received:

    


          (a)   if
personally delivered, on the day of delivery,

    


          (b)   if
by registered mail, on the earlier of the day of receipt and the fifth (5th)
business day after the day of mailing, or

    


          (c)   if
by facsimile, on the first business day following the day of
transmittal.

    


    If a
notice is sent by registered mail and mail service is interrupted between the
point of mailing and the destination by strike, slow down, force majeure or
other cause within three (3) days before or after the time of mailing, the
notice will not be deemed to be received until actually received, and the party
sending the notice will use any other service which has not been so interrupted
or will deliver the notice in order to ensure prompt receipt.

    


    13.11 A
reference to a statute includes all regulations made pursuant thereto, all
amendments to the statute or regulations in force from time to time, and any
statute or regulation which supplements or supersedes such statute or
regulations.

    


    13.12  All
sums of money which are referred to in this Agreement are expressed in lawful
money of the United States.

    


    13.13
Time is of the essence of this Agreement.

    


    13.14 The
terms of this Agreement shall be governed by and construed in accordance with
the laws of New Jersey without regard to choice of law principles. Any actions
commenced under this Agreement shall be venued in either the United States
District Court for the District of New Jersey or in the Superior Court of the
State of New Jersey, Essex County.

    


    14.0
INDEPENDENT LEGAL ADVICE

    


    14.1 The
Employee acknowledges that this Agreement has been prepared by the Company and
acknowledges that the Employee has had sufficient time to review this Agreement
thoroughly, that the Employee has read and understood the terms of this
Agreement and that the Employee has been given the opportunity to obtain
independent legal advice concerning the interpretation and effect of this
Agreement prior to its execution.

    


    IN
WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the
day and year first above written.

    


    


    


    
      	
              Accepted
      and Agreed to:

               

               

              By:
      /s/ FRANK DELVECCHIO

              
                
       Frank
      DelVecchio  (Employee)

               

              Date:
      _____________________________

            	
              AMBER
      Alert Safety Centers, Inc.

               

               

              By:
      /s/ KAI D. PATTERSON

              
                
      

              Kai
      D. Patterson, President and CEO

               

              Date:
      _____________________________

            


    

    


    


     
 

    
      Employee:
_________    Company: _________



    
 

     

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